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notice of default pursuant to Section 13(b) of this Agreement, Buyer will be deemed to have exercised these contingencies and terminated this Agreement. Notwithstanding the foregoing, Buyer may not terminate this Agreement as a result of a claim (i) by PSD, LLC, Ramsey Professional Center LLC or Ramsey Professional Center LLC's successors in title to the "60 Foot Strip," as defined in the Settlement Agreement, that renders Seller's title to the "60 Foot Strip" unmarketable or (ii) a claim by PSD, LLC alleging that PSD possesses some right, title or interest (including, but not limited to, a right to purchase) in or to all or any portion of the portion of Outlot GG, RAMSEY TOWN CENTER included in the Property based upon the facts alleged in paragraph 21 of PSD's March 21, 2008 Complaint against Minnwest (Minnwest's alleged acknowledgment and ratification of various agreements between RTC and PSD and/or Minnwest's alleged promise to release mortgages encumbering property PSD sought to purchase from RTC). The term "Permitted Encumbrances" as defined in Section 5(a)(iii) and as used throughout this Agreement shall include the claims by PSD, Ramsey Professional Center LLC or Ramsey Professional Center LLC's successors in title to the 60 Foot Strip described in this paragraph. In addition, Buyer may not terminate this Agreement as a result of a third -party claim that renders title to a portion of the Property not exceeding five (5) acres in size unmarketable if (A) the Title Company is willing to insure Buyer's title to the Property without an exception for such claim or with an exception for such claim together with affirmative insurance insuring Buyer against any loss, cost, damage or expense arising out of such claim and (B) the Title Company agrees to issue owners and lenders policies of title insurance providing the same coverage to Buyer's successors in title and their lenders. 12. Assignment. At any time prior to the actual date of Closing, Seller may, upon notice to but without the consent of Buyer, convey Seller's interest in the Property and assign Seller's rights under this Agreement to an entity wholly owned by Seller; provided the assignee assumes, for the benefit of the City and Buyer, all of the obligations of Seller under the Settlement Agreement and assumes, for the benefit of Buyer, all of Seller's obligations under this Agreement. Seller may not otherwise assign its rights or obligations under this Agreement without the prior written consent of Buyer which consent Buyer may grant or withhold in Buyer's sole and absolute discretion. At any time prior to the actual date of Closing, Buyer may, upon notice to but without the consent of Buyer, assign Buyer's rights under this Agreement to the City or the Economic Development Authority of the City of Ramsey (the "EDA"); provided the assignee assumes, for the benefit of Seller, all of the obligations of Buyer under the Settlement Agreement and this Agreement. Buyer may not otherwise assign its rights or obligations under this Agreement without the prior written consent of Seller, which consent Seller may grant or withhold in Seller's sole and absolute discretion. 13. Default. If either Party defaults in the performance of any of the Party's obligations under this Agreement, the non -defaulting Party may, after written notice to the defaulting Party, suspend performance of its obligations under this Agreement, and the rights of the non -defaulting Party are as follows: a. Buyer's Default. If Buyer defaults in the performance of any of Buyer's obligations under this Agreement and Buyer fails to cure the defaults within five (5) business days following written notice from the Seller, Seller has the right to: 2303766v8 9.